EXCHANGE
AGREEMENT




EXCHANGE
AGREEMENT (the “Agreement”)
made on this 25th  of
September, 2008 but effective as of September 16, 2008 (the “Effective Date”),
between ZOO GAMES, INC. (f/k/a Green Screen Interactive Software, LLC) a
Delaware corporation having its principal place of business at 575 Broadway, New
York, New York 10012 (the “Parent”)
and SUPERVILLAIN STUDIOS, LLC a Delaware limited liability company having its
principal place of business at 575 Broadway, New York, New York 10012 (the
“Seller”),
TSC GAMES, INC. (f/k/a SuperVillain Studios, Inc.), a California corporation
(“Original
Owner”) and Stephen Ganem, Timothy Campbell and Chris Rausch being all of
the shareholders of the Original Owner (each a “Shareholder”
and collectively the “Shareholders”)




Background:  Seller
acquired the assets and business of the Original Owner (the “Business”) pursuant
to that certain asset purchase agreement dated June 14, 2007 by and among the
parties hereto (the “Asset
Purchase Agreement”).  The Seller has altered its business
plans, and as a consequence, desires to return the ownership of the assets
acquired in the Asset Purchase Agreement to the Original Owner on the terms and
conditions set forth below.  The Shareholders have continued to be
active in the management of the Business of the Seller and are not relying on
the Seller in any way concerning the value of the Transferred
Assets.  Terms capitalized herein and not defined shall have the
meaning set forth in Section 6.04 below.




NOW, THEREFORE, in consideration of the
premises and the mutual promises herein made, in consideration of the
representations, warranties, and covenants herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:






ARTICLE
I




Exchange of
Interests




SECTION
1.01.  Asset
Transfer.  On the terms and subject to the conditions of this
Agreement, Seller does hereby sell, transfer and deliver to the Original Owner
and the Original Owner does hereby accept the transfer and delivery by the
Seller all of the Transferred Assets.  The transfer of the Transferred
Assets to the Original Owner is referred to in this Agreement as the “Acquisition”.




SECTION
1.02.  Shareholder
Transfer.  On the terms and subject to the conditions of this
Agreement, each Shareholder does hereby sell, transfer and deliver to Parent and
Parent hereby accepts the transfer and delivery by each Shareholder, of each
Shareholder’s interest in Driftwood Ventures, Inc. (the “Transferred
Shares”) as follows:











Shareholder:
                            Shares:Stephen
      Ganem
                            117,695Timothy
      Campbell
                            117,695Chris
      Rausch
                            117,695







Simultaneously
with the Closing, each Shareholder will deliver the certificate representing the
Transferred Shares together with a stock power executed in blank with respect to
the Transferred Shares in form and content reasonably acceptable to the Seller’s
attorney; provided, that such
stock powers executed in blank will be held in escrow by Original Owner’s
attorney, to be delivered to Seller promptly upon Parent’s completion and full
satisfaction of its payment obligations under Section 1.04 below.




SECTION
1.03.  Closing
Date.  The closing of the Acquisition (the “Closing”) shall take
place simultaneously with the execution of this Agreement by all
parties.




SECTION
1.04.  Additional
Payment.  The Parent shall pay the Original Owner the sum of
$500,000 in four equal installments of $125,000 on the following dates:
September 28, 2008, October 13, 2008, October 28, 2008 and November 13,
2008.  At the reasonable request of the Original Owner and upon the
approval of the Parent (not to be unreasonably withheld or delayed) portions of
the next payment due may be accelerated to meet critical expenses that cannot
await payment until the next installment.






ARTICLE
II




Representations and
Warranties


of Parent and
Seller




Parent
and Seller hereby, jointly and severally, represent and warrant to the
Shareholders as follows:




SECTION
2.01.  Authority; Execution and
Delivery; Enforceability.  Each of Parent and Seller has full
power and authority to execute this Agreement and to consummate the Acquisition
and the other transactions contemplated hereby and to perform each of its
obligations hereunder. The execution and delivery by each of Parent and Seller
of this Agreement and the consummation by them of the Acquisition and the other
transactions contemplated hereby have been duly authorized by all necessary
corporate action.  Each of Parent and Seller has duly executed and
delivered this Agreement, and this Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its
terms.




2




SECTION
2.02.  Good
Standing.  Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of
Delaware.  Seller is duly authorized to conduct business and is in
good standing under the laws of California.




SECTION
2.03.  The Transferred
Assets. The Seller has good and marketable title to, or a valid leasehold
interest in, the Transferred Assets free and clear of all
Liens.   Neither Seller nor Parent has incurred any trade
payables on or after the Effective Date.




SECTION
2.04.  Non-Contravention.Neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby does or will (a) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any Governmental Authority to which any of the Seller is
subject or any provision of the charter or other governing instrument or
agreement of the Seller or (b) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Seller is a party or by it is bound or to which any of its assets is subject
(or result in the imposition of any Lien upon any of their assets).




SECTION
2.05.  No Brokers or
Finders.  No Person has, or as a result of the transactions
contemplated herein will have, as a result of any action or omission of Seller,
any right or valid claim against the Seller or the Shareholders for any
commission, fee or other compensation as a finder or broker, or in any similar
capacity.






ARTICLE
III




Representations and
Warranties


of the Original Owner and
Shareholders




The
Original Owner and the Shareholders hereby jointly and severally represent and
warrant to the parent and Seller as follows:




SECTION
3.01.  Authority; Execution and
Delivery; and Enforceability.  The Original Owner and each
Shareholder has full power and authority and full legal capacity and is
competent, to execute this Agreement and to consummate the Acquisition and the
other transactions contemplated hereby and to perform each of its obligations
hereunder. In the case of the Original Owner the execution and delivery by it of
this Agreement and the consummation by it of the Acquisition and the other
transactions contemplated hereby have been duly authorized by all necessary
corporate action. The Original Owner and each Shareholder has duly executed and
delivered this Agreement and this Agreement constitutes the Original Owner’s and
each Shareholder’s legal, valid and binding obligation, enforceable against him
in accordance with its terms.




SECTION
3.02.  The Transferred
Shares.  Each Shareholder has good and valid title to the
Transferred Shares listed as owned by him in Section 1.02 above, free and clear
of all Liens.  Assuming the Parent has the requisite power and
authority to be the lawful owner of the Transferred Shares, upon the release of
the escrow referred to in Section 1.02 above, good and valid title to the
Transferred Shares will pass to the Parent, free and clear of any Liens, other
than those arising from acts of the Parent or its Affiliates.




3




SECTION
3.03.  No Brokers or
Finders.  No Person has, or as a result of the transactions
contemplated herein will have, as a result of any action or omission of any
Shareholder, any right or valid claim against the Seller for any commission, fee
or other compensation as a finder or broker, or in any similar
capacity.




SECTION
3.04.  The
Games.  The Games (including any part or element thereof and
process and software used to make any of the Games, but excluding any part or
element thereof provided by, on behalf of or at the direction of the employees
of the Parent) are wholly original or, in the case of the SVS Proprietary
Technology, the third party elements of such SVS Proprietary Technology are duly
licensed, and do not and shall not infringe upon or violate any right of privacy
of, or constitute a libel, slander or unfair competition against, or infringe
upon or violate any copyright, trademark, common law, or other rights of any
person or entity; and Seller or Parent’s use or exploitation of the Games (in
the form delivered to Seller) by any means or media now or hereafter known or
devised, shall not be subject to any obligations to any third parties,
including, but not limited to the obligation to pay any royalties, profit
participation, license fees, residuals or other payments, except for the
obligations to Original Owner’s licensors described in the definition of
Technology Right below.




SECTION
3.05.  Familiarity.  Each
Shareholder has been a director, officer and owner of the Original Owner for
many years, as well as an  employee of the Seller since June 14, 2007,
and is intimately familiar with the condition of the Transferred
Assets.  The Original Owner and the Shareholders have had access to
all information regarding the Seller and the Business, assets and liabilities as
they have deemed material to accepting the Transferred Assets and have been
afforded the opportunity to ask questions of and receive answers from the
Seller’s senior management concerning the financial condition of the
Seller.  The Original Owner and the Shareholders have fully considered
this information in valuing the Transferred Assets and assessing the merits of
the transactions contemplated hereby and are relying completely upon their own
information about the Seller and their own judgment as to the future risks and
prospects of the Seller.  The Original Owner and the Shareholders have
not relied on any representations or warranties of the Seller in determining
whether to accept the Transferred Assets except as otherwise expressly set forth
in Article II of this Agreement.






ARTICLE
IV




Covenants




SECTION
4.01.  Expenses; Transfer Taxes;
UCC Information.  (a) All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.




4




(b)  All
transfer taxes applicable to the transfer of the Transferred Assets shall be
paid by the Seller.  Each party shall use reasonable efforts to avail
itself of any available exemptions from any such taxes or fees, and to cooperate
with the other parties in providing any information and documentation that may
be necessary to obtain such exemptions.




(c)  Except as
otherwise agreed in writing by the parties, all costs and expenses incurred by
the Seller (or its Affiliates) in the operation of the Business prior to the
Closing shall be paid by the Seller or by Parent on the Seller’s behalf, and in
no event will such costs and expenses be the obligation of the Original Owner or
any Shareholder; provided that, the Original Owner will assume all vacation,
sick pay, severance pay and similar items due in respect of Seller’s former
employees.  From and after the Effective Date, the Original Owner does
hereby assume those
obligations of the Seller arising or requiring performance on or afterEffective Dateunder the agreements,
contracts, leases, licenses, and other arrangements in respect of Seller’s
business.




SECTION
4.02.  Termination of Other
Agreements.  Except for this Agreement, effective upon
execution of this Agreement, all other agreements between the Parent and the
Seller (or either of them) on the one hand, and the Original Owner and the
Shareholders (or any of them), on the other hand, including the Non-Competition
Agreement, each Shareholder’s Employment Agreement, the Promissory Note (as
amended) and the Security Agreement, all dated June 14, 2007, shall be canceled
and be null and void and of no further force and effect, and the parties shall
be released from any and all obligations and restrictions
thereunder.




SECTION
4.03.  Confidentiality.  The
Shareholders acknowledge that, in the course of their prior employment with the
Seller, they were provided with and acquired “Parent
Information” which means (a) confidential or proprietary information of
the Parent not generally known to the public, including without limitation,
information received from third parties under confidential conditions, and (b)
other technical, business or financial information or trade secrets, the use or
disclosure of which might reasonably be construed to be contrary to the
interests of the Parent.  Each Shareholder understands and agrees that
such Parent Information has been disclosed to the Shareholders in confidence and
for the use of only the Parent and the fulfillment of the Shareholders’ duties
as employees of the Seller.  Each Shareholder acknowledges such
Shareholder has no ownership right or interest in any Parent Information used or
developed during the course of the Shareholder’s prior
employment.  Each Shareholder understands and agrees that (i) the
Shareholder has kept and will keep such Parent Information confidential at all
times, and (ii) the Shareholder has not and will not make use of Parent
Information on the Shareholder’s own behalf or on behalf of any third
party.  Nothing in this Section 4.03 shall prevent the Shareholders
from truthfully responding in connection with governmental inquiries or as
required by subpoena, court order or legal process; provided, however, that the
Shareholders agree to first give prompt written notice to the Parent of any such
legal requirement in order to permit the Parent sufficient time to obtain an
appropriate protective order or other remedy.




5




SECTION
4.04.  Nondisparagement.  Each
Shareholder agrees that at all times hereafter the Shareholder will not make, or
cause or permit to be made, any public statement, observation or opinion that
(a) accuses or implies that the Seller or any of the Seller Releasees (as
defined in Section 5.05) engaged in any wrongful, unlawful or improper conduct,
whether relating to each Shareholder's employment with the Seller or the
business or operations of the Parent, the Seller or any of the Seller Releasees
or otherwise; or (b) disparages, impugns or in any way reflects adversely upon
the business or reputation of the Seller or any of the Seller Releasees. Parent
and Seller agree that at all times hereafter they will not make, or cause or
permit to be made, any public statement, observation or opinion that (a) accuses
or implies that the Original Owner or any of the Shareholders engaged in any
wrongful, unlawful or improper conduct, whether relating to each Shareholder’s
employment with the Seller or the business or operations of the Seller any of
the Shareholders or otherwise; or (b) disparages, impugns or in any way reflects
adversely upon the business or reputation of the Original Owner or any of the
Shareholders.  Nothing in this Paragraph 4.04 shall prevent a party
from truthfully responding in connection with governmental inquiries or as
required by subpoena, court order or legal process; provided, however, that each
party agrees to first give prompt written notice to the other party of any such
legal requirement in order to permit such other party sufficient time to obtain
an appropriate protective order or other remedy.




SECTION
4.05.  Further Assurances.
In case, at any time after the Closing, any further action is necessary to carry
out the purposes of this Agreement, each of the Parties shall take such further
action, including the execution and delivery of such further instruments and
documents, as any other Party reasonably may request, including but not limited
to assistance by the Shareholders to ensure that Seller or Parent has all source
code, relevant executables and directions for compiling source code into
executables for the Games and SVS Proprietary Technology and reasonable
assistance by the Shareholders to enable Seller or Parent and its developers
to  develop and localize the Games, ports, and derivatives, including
sequels, of the Games, as determined in good faith to be necessary by Seller or
Parent.




SECTION
4.06.  Name Change.
Immediately following the Closing, Seller, at its expense, shall amend its
articles or certificate of incorporation or otherwise take such action (i) to
remove the words “Supervillain Studios” as its legal name, and (ii) change its
name to one not including the word “SuperVillain” or any other words
sufficiently similar, in Original Owner’s reasonable judgment, to be confusing
therewith.






ARTICLE
V




Indemnification




SECTION
5.01.  Indemnification for the
Benefit of Parent and Seller.  The Original Owner and the
Shareholders shall, jointly but not severally, indemnify Seller and its
Affiliates and each of their respective officers, directors, fiduciaries,
employees, stockholders, agents and representatives (the “Seller
Indemnitees”) against and hold them harmless from any Loss suffered or
incurred by the Seller Indemnitees to the extent arising from, relating to or
otherwise in respect of (i) any obligation or liability of whatever kind and
nature, primary or secondary, direct or indirect, absolute or contingent, known
or unknown, whether or not accrued, pertaining to the Transferred Assets arising
on or after the Closing, or (ii) any breach or failure by the Original Owner or
the Shareholders to fulfill or perform any of their representations, warranties,
covenants and agreements contained in this Agreement.




6




SECTION
5.02.  Indemnification for the
Benefit of Original Owner and Shareholders. Parent and Seller shall
indemnify the Shareholders and the Original Owner and its officers, directors,
fiduciaries, employees, stockholders, agents and representatives (the “Original
Owner Indemnitees”) against and hold them harmless from any Loss suffered
or incurred by the Original Owner Indemnitees to the extent arising from,
relating to or otherwise in respect of any breach or failure by Parent or Seller
to fulfill or perform any of their representations, warranties, covenants and
agreements contained in this Agreement.




SECTION
5.03.  Survival.  The
indemnification obligations of the parties set forth above shall survive the
Closing and continue in full force and effect thereafter indefinitely, subject
to any applicable statute of limitations.  The respective covenants
and agreements of the parties contained in this Agreement shall survive the
Closing until they are performed and satisfied in full.




SECTION
5.04.  Other Indemnification
Provisions.  The foregoing indemnification provisions are in
addition to, and not in derogation of, any statutory, equitable or common law
remedy any party may have against any other party related to this Agreement and
the transactions contemplated by this Agreement.




SECTION
5.05.  Release by the
Seller. The Parent and the Seller hereby unequivocally release and
discharge the Shareholders and the Original Owner, any and all of its
Affiliates, officers, directors, employees, agents, trustees, advisors,
administrators, successors and assigns, from and against any and all actions,
causes of action, choses in action, cases, suits, debts, sums of money,
accounts, reckonings, bonds, bills, covenants, contracts, controversies,
agreements, promises, variances, injuries, harms, damages, judgments, remedies,
executions, claims, demands, liens, obligations and other liabilities
whatsoever, in law or equity or otherwise, whether currently known or unknown,
which the Seller and its Affiliates, agents, trustees, advisors, administrators,
successors and assigns, ever had or now have, either for themselves or as an
assignee or otherwise, for, upon or by reason of any matter, cause or thing
whatsoever arising from the beginning of time to the date of this Agreement for
any matter or thing whatsoever, including, any matter related to, or arising in
connection with the Asset Purchase Agreement or any other agreements entered
into in connection with the Asset Purchase Agreement, except for any claims,
liabilities and damages arising out of or relating to any breach of this
Agreement.




SECTION
5.06.  Release by the Shareholders
et al.The Original Owner and each of the Shareholders hereby
unequivocally release and discharge the Parent and the Seller, any and all
of  their Affiliates, officers, directors, employees, agents,
trustees, advisors, administrators, successors and assigns (collectively the
“Seller
Releaseees”), from and against any and all actions, causes of action,
choses in action, cases, suits, debts, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises,
variances, injuries, harms, damages, judgments, remedies, executions, claims,
demands, liens, obligations and other liabilities whatsoever, in law or equity
or otherwise, whether currently known or unknown, which the Original Owner, and
each of the Shareholders and any of their respective heirs, relatives (including
whether by blood, by marriage or by adoption), affiliates, agents, trustees,
advisors, administrators, successors and assigns, ever had or now have, either
for itself, himself or itself or as an assignee or otherwise, for, upon or by
reason of any matter, cause or thing whatsoever arising from the beginning of
time to the date of this Agreement for any matter or thing whatsoever,
including, any matter related to, or arising in connection with the Asset
Purchase Agreement or any other agreements or notes entered into in connection
with the Asset Purchase Agreement, except for any claims, liabilities and
damages arising out of or relating to any breach of this Agreement.




7




SECTION
5.07.  Releases in
General.  In furtherance of Section 5.05 and 5.06 above, each
party hereto acknowledges that such party is familiar with Section 1542 of the
Civil Code of the State of California, which states as follows: “A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.” Each party is executing this Agreement voluntarily, and waives any and
all rights such party has or may have under California Civil Code Section 1542,
any successor section to it, and/or any other statute or common law principle
relating to unknown claims, claims which may not now exist or any similar or
potential claims.  In connection with this waiver and this Agreement, each
party acknowledges that subsequent to the signing of this Agreement, such party
may discover claims presently unknown or unsuspected or facts in addition to or
different from those now known or believed to be true with respect to the claims
released and discharged hereunder.  Nevertheless, such party intends by
this Agreement, and with and upon the advice of their own independently selected
counsel, to release fully, finally and forever all claims released and
discharged in this Agreement. In furtherance of such intention, the releases set
forth in this Agreement shall be and remain in effect as full and complete
releases of the claims released and discharged hereunder notwithstanding the
discovery or existence of any such additional or different claims or facts
relevant hereto.






ARTICLE
VI




General
Provisions




SECTION
6.01.  Assignment; Successors and
Assigns.  (a) This Agreement and the rights and
obligations hereunder shall not be assignable or transferable by any party
without the prior written consent of the other parties hereto.




(b)  This
Agreement shall be binding on, and inure to the benefit of the parties hereto
and their successors and assigns.




8




SECTION
6.02.  No Third-Party
Beneficiaries.  Except as provided in Article VI, this
Agreement is for the sole benefit of the parties hereto and their successors and
assigns and nothing herein expressed or implied shall give or be construed to
give to any person, other than the parties hereto and such assigns, any legal or
equitable rights hereunder.




SECTION
6.03.  Notices.  All
notices or other communications required or permitted to be given hereunder
shall be in writing and shall be delivered by hand or sent by facsimile or sent,
postage prepaid, by registered, certified or express mail or overnight courier
service and shall be deemed given when so delivered by hand or facsimile, or if
mailed, three days after mailing (one business day in the case of express mail
or overnight courier service), as follows:


If to
Seller:





575
      BroadwayNew
      York, New York 10012Attn:
      President,
  With
a copies to:


Driftwood
      Ventures, Inc.2121
      Avenue of the Stars, Suite 2550Los
      Angeles, California  90067Attention:   Robert
      EllinTelephone:
      (310) 601-2500Facsimile:  (310)
      277-2741Todd
      Mason, Esq.Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.666
      Third AvenueNew
      York, New York 10017Telephone:  (212)
      935-3000Facsimile:   (212)
      983-3115Paul Berg,
      Esq.Berkowitz, Trager & Trager,
      LLC8 Wright Street,
      2ndFloorWestport, CT
      06880





9
 
  If to any
Shareholder:





c/o SuperVillain
      Studios,Inc.3951 South Plaza Drive, Suite
      220Santa Ana, CA
      92704Fax:       714-429-1151
  With a copy
to:




Cadence Law Group
      LLPPO Box
      351510Los Angeles, CA
      90035-1510Attn: David B. Oshinsky,
      Esq.Fax:       310-496-2605







SECTION
6.04.  Interpretation; Exhibits;
Certain Definitions.  (a)  The headings contained in
this Agreement, in any Exhibit hereto and in the table of contents to this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  All Exhibits annexed
hereto or referred to herein are hereby incorporated in and made a part of this
Agreement as if set forth in full herein.  Any capitalized terms used
in any Exhibit but not otherwise defined therein, shall have the meaning as
defined in this Agreement.  When a reference is made in this Agreement
to a Section, Exhibit, such reference shall be to a Section of, or an Exhibit
to, this Agreement unless otherwise indicated.




(b)  For all
purposes hereof:






“Affiliate” of any
Person shall mean another Person that directly or indirectly, through one or
more intermediaries, Controls, is Controlled by, or is under common Control
with, such first Person.






“Control” (including,
with correlative meanings, the terms “Controlled by”, “Controlling” and “under
common Control with”) shall mean the possession, directly or indirectly, through
one or more intermediaries or otherwise to direct or cause the direction of the
management, activities or policies of the Entity.






“Entity” shall mean a
Person other than an individual.






“Excluded
Assets” shall
mean (i) the Games; (ii) the Technology Right; (iii) Seller’s charter,
qualifications to conduct business as a foreign corporation, arrangements with
registered agents relating to foreign qualifications, taxpayer and other
identification numbers, and other documents relating to the organization,
maintenance, and existence of Seller as a limited liability company; and (iv)any claims, security or other deposits, prepayments, prepaid expenses,
prepaid assets, income tax or other refunds, causes of action, choses in action,
rights of recovery, rights of set off and rights of recoupment of Seller,
including, without limitation, all rights of Sellers under any property
casualty, workers’ compensation, business interruption, or other insurance
policy or related insurance services contract.




10




“Games” shall mean all of the
Rights and Intellectual Property related to thosecertain interactive
computer video games, namely Order Up!, Order Up! 2 and Wizard High(working
title)..




“Governmental
Authority” shall mean shall mean the United States of America or any
other nation, any state or other political subdivision of the United States of
America, any state or any other nation, or any Entity, agency, authority,
department, division, commission, court, tribunal or body exercising executive,
legislative, judicial, regulatory or administrative functions of
government.




“including” shall mean
including, without limitation.






“Intellectual
Property” shall mean:  (a) all inventions (whether patentable
or unpatentable and whether or not reduced to practice), all improvements,
extensions and additions thereto, and all patents, patent applications and
patent disclosures, together with all reissuances, divisions, continuations,
renewals, continuations-in-part, revisions, extensions and reexaminations
thereof; (b) all trademarks, service marks, certification marks, collective
marks, trade dress, trade styles, logos, slogans, trade names, company names and
corporate names (including, without limitation, the name “SuperVillain
Studios”); Internet domain names and rights in telephone numbers, together with
all translations, adaptations, derivations and combinations thereof and
including all goodwill associated therewith, and all applications,
registrations, recordings and renewals in connection therewith; (c) all
copyrightable works, all copyrights, rights and interests in copyrights and all
applications, registrations, recordings and renewals in connection therewith;
(d) all mask works and all applications, registrations, recordings and renewals
in connection therewith; (e) all trade secrets and confidential business
information (including ideas, research and development, know-how, formulas,
compositions, databases and lists of names (including, without limitation,
Seller’s manufacturing and production processes and techniques, technical data,
designs, drawings, specifications, pricing and cost information, and business
and marketing plans and proposals); (f) all computer software (including data
and related documentation); (g) all other proprietary rights; (h) all copies and
tangible embodiments thereof (in whatever form or medium); (i) all income,
royalties, damages or payments now and hereafter due and/or payable under any of
the foregoing with respect to any of the foregoing and the right to sue for
past, present or future infringements of any of the foregoing; (j) all licenses
with respect to any of the foregoing; and (k) all rights corresponding to any of
the foregoing throughout the world.




“Liens” shall mean any
mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance,
easement, servitude, claim, lien, lease (including any capitalized lease) or
charge of any kind, whether voluntarily incurred or arising by operation of law
or otherwise, affecting any assets or property, including any agreement to give
or grant any of the foregoing, any conditional sale or other title retention
agreement and the filing of or agreement to give any financing statement with
respect to any assets or property under the Uniform Commercial Code of any state
or comparable law of any jurisdiction, other than (a)
mechanic’s, materialmen’s, and similar liens imposed by law and created in the
Ordinary Course of Business of Seller for amounts that are not yet due and
payable.




11




“Loss” shall mean all
actions, suits, proceedings, hearings, investigations, charges, complaint,
claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
dues, penalties, fines, costs, amount paid in settlement, obligations, liens,
losses, diminution in value, and expenses and fees (including costs of
investigating and defending, court costs, attorneys’ fees and expenses) that
actually damage any party.  Loss shall be limited to the actual
damages suffered or incurred by a party and in no event will any party hereto
have any liability to another party for any punitive, special, consequential,
indirect or incidental damages of any kind or nature. “Person” shall mean
any individual, firm, corporation, partnership, limited liability company,
trust, joint venture, governmental entity or other entity.






“Person” shall mean
shall mean an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization, or a Governmental Authority.






“Rights” shall meanany
invention, modification, discovery, design, development, improvement, process,
software program, work of authorship, documentation, formula, data, technique,
know-how, trade secret or right or intellectual property right whatsoever or any
interest therein, whether or not patentable or registrable under copyright,
trademark or similar statutes (including but not limited to the Semiconductor
Chip Protection Act) or subject to analogous protection. “Rights” includes all
rights in and to any derivative works based on the Games and/or its elements,
including all prequels, sequels and exploitations in formats other than video
games.




“SVS Proprietary
Technology” shall mean a multi-platform game engine and toolset for 3D
game creation owned by Seller. The engine is made up of core functions, the game
engine library (GEL), and graphics, system, and game-specific components. The
engine makes extensive use of the Cohort Scripting Language (CSL) from Game
Toolworks, Inc., and also integrates with the middleware packages Magpie (from
Third Wish Software & Animation) and Livemove (from AiLive).  The
toolset includes plugins for Autodesk’s 3dsmax8 and Adobe Photoshop.  The
Visual Build Environment (VIBE) is an art model and animation viewer as well as
level previewer, with a real-time interface to 3dsmax 8.  Other tools
include a static memory-grab tool for memory analysis and a custom-designed
material editor plugin.




“Technology Right”
shall mean the non-exclusive, irrevocable, assignable, sublicensable, paid up
right and license to use, reproduce, distribute, perform, display, and modify
and otherwise use the SVS Proprietary Technology in connection with the
exploitation of the Games, including in connection with the use, development,
localization, porting, creation of sequels and derivatives, manufacture, sale,
publication and distribution of the Games throughout the
universe.  The provisions of Section 3.04 notwithstanding, any amounts
payable to third parties (including, but not necessarily limited to, Game
Toolworks, Inc. and AiLive Inc.) as a result of the exercise of any rights by
Seller included in the Technology Right shall be the obligation of Seller and
its Affiliates to the extent that any such rights are exercised by Seller or its
Affiliates after the Closing.




12




“Transferred Assets”
shall mean all right, title, and interest in and to all of the assets,
properties and rights of Seller, tangible and intangible, including, without
limitation, all of its: (a) tangible personal property, including without
limitation all computers, computing equipment, development kits and related
hardware currently owned by Seller and used by the Seller and its employees in
the conduct of its Business; (b) Intellectual Property, including, without
limitation, goodwill associated therewith, licenses and sublicenses granted and
obtained with respect thereto, and rights thereunder, remedies against
infringements thereof, and rights to protection of interests therein under the
laws of all jurisdictions; (c) leases, subleases, and rights thereunder; provided, however, that the
Transferred Assets shall not include the Excluded Assets.





SECTION
6.05.  Counterparts.This
Agreement may be executed in any number of counterparts with the same effect as
if all Parties hereto had signed the same document.  All counterparts
shall be construed together and shall constitute one Agreement.  This
Agreement and any signed agreement or instrument entered into in connection with
this Agreement or contemplated hereby, and any amendments hereto or thereto, to
the extent signed and delivered by means of a facsimile machine, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person.  At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other Parties.  No party to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation of a contract and each
such party forever waives any such defense.




SECTION
6.06.  Entire
Agreement.  This Agreement, along with any Exhibits hereto,
contains the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.  None of the parties
shall be liable or bound to any other party in any manner by any
representations, warranties or covenants relating to such subject matter except
as specifically set forth herein.




SECTION
6.07.  Amendments and
Waivers.  This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties
hereto.  By an instrument in writing the Shareholders, on the one
hand, or Seller, on the other hand, may waive compliance by the others with any
term or provision of this Agreement that such other parties were or are
obligated to comply with or perform




SECTION
6.08.  Severability.  If
any provision of this Agreement (or any portion thereof) or the application of
any such provision (or any portion thereof) to any Person or circumstance shall
be held invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof (or the remaining portion thereof) or the application
of such provision to any other Persons or circumstances.




13




SECTION
6.09.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.









[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]






















14




IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date first written above.




ZOO
      GAMES, INC.By:
              /s/ Mark
      SeremetBy:
      Mark Seremet, Its President


SUPERVILLAIN
      STUDIOS, LLCBy:
                /s/ Susan
      CummingsBy:
      Susan Cummings, Its Manager


SUPERVILLAIN
      STUDIOS, LLCBy:
              /s/ Timothy
      CampbellBy:
      Timothy Campbell, Its President


By:
                  /s/ Stephen
      GanemStephen
      Ganem


By:
            /s/ Timothy
      CampbellTimothy
      Campbell


By:
            /s/ Chris
      RauschChris
      Rausch